Practice Areas & Industries: Duane Morris LLP

 




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Practice/Industry Group Overview

At Duane Morris, our corporate attorneys are experienced in developing and implementing creative strategies designed both to help maximize value and to try to position our shareholder clients as advantageously as possible. We represent selling shareholders in a wide variety of public and private securities transactions.

Public & Private Offerings and Entrepreneurs

Duane Morris represents selling shareholders in initial public and follow-on offerings. We regularly participate in the drafting of SEC registration statements, negotiate underwriting agreements, selling security holder agreements and placement agent agreements, and conduct due diligence investigations.

We help selling shareholders in private companies navigate the complex process of raising capital in the private capital markets. Our attorneys work closely with clients to help them determine the most advantageous private offering strategy, whether through private placements, mezzanine financings or PIPEs. We also often deal with angel investors and other private investors.

Our corporate attorneys regularly advise entrepreneurs starting a new business regarding the development of a capital structure, negotiations with venture capital firms and other early-stage investors, the allocation of share ownership among participants and the development of equity-based benefit plans.

We are experienced in negotiating, drafting and reviewing agreements defining the rights and relationships of owners and shareholders. For companies in other stages of the business cycle, our attorneys develop exit strategies and handle succession planning matters, particularly for closely held or privately held entities.

Mergers and Acquisitions

We regularly guide both private and public companies through challenging periods in their life cycles, whether negotiated acquisition or divestiture, hostile acquisition or defense against a takeover attempt. Our counsel is aimed at structuring the negotiations and transactions within these events to best meet our clients' immediate needs and long-term business goals. Whether shareholders are looking for an exit, the buyout of a business partner, recapitalization, or other reasons, Duane Morris can facilitate the transactions to help achieve clients' objectives.

Governance & Compliance

We provide counsel on change of control matters, including contested proxy contests and takeover bids and stockholder rights plans. We also provide advice in matters involving public disclosure and other aspects of ongoing compliance with, or exemption from, the federal and state securities laws and the rules and regulations of the NASDAQ, and the New York and American stock exchanges. Our attorneys advise clients on a myriad of business transactions, including mergers and acquisitions, and the formation of new entities, including corporations, partnerships, limited liability companies and joint ventures.

Litigation

Duane Morris attorneys regularly counsel shareholders, including minority shareholders, when disputes arise between and among shareholders.


 

Services Available

 
Group Presentations
  Duane Morris General Counsel Michael Silverman to Speak at the 13th Annual Legal Malpractice and Risk Management Conference, Chicago, Illinois, March 7, 2014
 
 
Articles Authored by Lawyers at this office:

Florida Legislature Unanimously Approves New Limited Liability Company Act
, February 06, 2014
The Florida Legislature unanimously passed the new Florida Revised Limited Liability Company Act (the "New Act"), and Governor Rick Scott signed the bill into law on June 14, 2013. The New Act is codified as new Chapter 605 of the Florida Statutes and became effective on January 1, 2014....

UK Finance Bill: Key Points from the Autumn Statement
, December 06, 2013
UK Chancellor of the Exchequer George Osborne gave his Autumn Statement speech to the House of Commons on 5th December 2013, which was followed by some limited press releases and draft legislation. This Alert provides an overview of some of the key announcements.

Guide to Publicly Offered Private Placements Under New Rule 506©
, September 30, 2013
A company that needs capital to expand its business or fund its operations often chooses to sell stock or other securities to investors in order to meet its funding requirements. All offerings of stock or other securities are regulated by federal and state securities laws, which generally require...

Public Benefit Corporations Open for Business in Delaware
, August 08, 2013
Delaware is the 20th state to adopt a corporate business form for enterprises that wish to combine "for profit" pursuits and "public benefits." On August 1, 2013, Delaware began permitting the organization of for-profit corporations that are managed to produce public benefits....

First Circuit Holds Private Equity Fund Is a "Trade or Business" for Purposes of ERISA Withdrawal Liability
, July 30, 2013
In a decision with far-reaching consequences for the private equity industry, the U.S. Court of Appeals for the First Circuit has adopted an expansive view of what constitutes a "trade or business" for purposes of determining whether a private equity fund can be held jointly liable for...